Other Tax Liabilities. Where Grantee has not previously satisfied all applicable withholding tax obligations, PNC will, at the time the tax withholding obligation arises, retain sufficient whole shares of PNC common stock from the shares granted pursuant to the Agreement to satisfy the minimum amount of taxes required to be withheld by the Corporation in connection with the Restricted Shares. For purposes of this Section 10.2, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises. PNC will not retain more than the number of shares sufficient to satisfy the minimum amount of taxes required to be withheld in connection with the Restricted Shares. If Grantee desires to have an additional amount, up to Grantee’s W-4 obligation, withheld above the required minimum and if PNC so permits, Grantee may elect to satisfy this additional withholding either: (a) by payment of cash; or (b) using whole shares of PNC common stock (either by physical delivery to PNC of certificates for the shares or through PNC’s attestation procedure) that are not subject to any contractual restriction, pledge or other encumbrance and that have been owned by Grantee for at least six (6) months and, in the case of restricted stock, for which it has been at least six (6) months since the restrictions lapsed. Any such tax election shall be made pursuant to a form provided by PNC. Shares of PNC common stock that are used for this purpose will be valued at their Fair Market Value on the date the tax withholding obligation arises.
Other Tax Liabilities. Other than as described herein, none of the Parties shall be required to indemnify or hold harmless any other Parties from or against any tax liabilities resulting from any of the transactions contemplated by the Reorganization or in connection with the Unwinding.
Other Tax Liabilities. Where Grantee has not previously satisfied all applicable withholding tax obligations, PNC will, at the time the tax withholding obligation arises with respect to any Restricted Shares, retain sufficient whole shares of PNC common stock from the shares granted pursuant to the Agreement to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection with such Restricted Shares. For purposes of this Section 10.2, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value on the date the tax withholding obligation arises. -8- April 2008 PNC will not retain more than the number of shares sufficient to satisfy the minimum amount of taxes then required to be withheld in connection with the Restricted Shares. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee’s W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding either: (a) by payment of cash; or (b) if and to the extent then permitted by PNC and subject to such terms and conditions as PNC may from time to time establish, using whole shares of PNC common stock (either by physical delivery to PNC of certificates for the shares or through PNC’s share attestation procedure) that are not subject to any contractual restriction, pledge or other encumbrance and that have been owned by Grantee for at least six (6) months and, in the case of restricted stock, for which it has been at least six (6) months since the restrictions lapsed. Any such tax election shall be made pursuant to a form provided by PNC. Shares of PNC common stock that are used for this purpose will be valued at their Fair Market Value on the date the tax withholding obligation arises. If Grantee’s W-4 obligation does not exceed the required minimum withholding in connection with the Restricted Shares, no additional withholding may be made.
Other Tax Liabilities. 14 3.16 Assets................................................ 15 3.17 Owned Real Property and Washington Property........... 15 3.18
Other Tax Liabilities. To the knowledge of Seller, Seller and General Steel have withheld or collected from each payment made to its employees, independent contractors, creditors, shareholders and other third parties the amount of all taxes required to be withheld or collected therefrom and have paid or will pay all such amounts to the appropriate taxing authorities when due. Neither Seller nor General Steel nor any of its shareholders has ever filed a consent pursuant to Section 341(f) of the Code relating to collapsible corporations. With respect to the Business, General Steel is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of any voluntary change in accounting method (nor has any taxing authority proposed in writing any such adjustment or change of accounting method). Seller is not a foreign person within the meaning of Section 1445 of the Code. General Steel has not received any notice of deficiency or assessment of additional taxes that has not been paid or satisfied and is not party to any action or proceeding by any federal, state, local or foreign governmental authority for assessment or collection of taxes, assessments or other governmental charges. There are no liens or other encumbrances on any of the assets of either Seller or General Steel that arose in connection with any failure (or alleged failure) to pay any tax. Except for the affiliated group of which Seller is the common parent, neither Seller nor General Steel has been a party to any tax allocation or sharing agreement or a member of an affiliated group filing a consolidated federal income tax return. Seller and General Steel have no liability for the taxes of any person other than taxes of members of Seller's affiliated group under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.
Other Tax Liabilities. Neither the Company nor any of the Subsidiaries has been a member of an affiliated group filing a consolidated Tax Return or of any affiliated, consolidated, combined, or unitary group, as defined under state, local or foreign Law (other than a group the common parent of which was the Company), or has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of Law), or as a transferee or successor, by Contract or otherwise, other than credit or commercial contracts entered into in the Ordinary Course of Business that do not primarily relate to Taxes.
Other Tax Liabilities. Except to the extent otherwise set forth in Section 10.9.1 and Section 10.9.3, each Party shall be responsible for its own tax liabilities arising as a result of payments made or received pursuant to this Agreement.
Other Tax Liabilities. Seller agrees to indemnify Buyer from and against his or its allocable Portion of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Company and its Subsidiaries for Taxes of any Person other than any of the Company and its Subsidiaries (i) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law); (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.
Other Tax Liabilities. In the event that any Lien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, after five days notice to Borrower, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be paid by Borrowers to Lender with interest thereon at the rate applicable to the Loan, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.
Other Tax Liabilities. 6.1 Customs and excise duty liabilities whenever arising are for the account of PR where they relate to PR Assets and for the account of FB where they relate to FB Assets.
